Sarvamangal Mercantile Co. Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting the 42^nd Annual Report of the Company together with the Audited Financial Statement(s) for the year ended March 31,2025.

1. Financial Performance:

Particulars	2024-25	2023-24
Total Income	252.60	132.66
Less: Expenses	63.71	85.85
Profit before tax	188.89	46.81
Less: Tax Expenses
Current Tax	10.69	8.25
Tax adjustment of earlier years	-	-
Net Profit/Loss for the Period	178.19	38.56

2. Operations of the Company

Total Income for the year ended March 31, 2025 amounted to Rs. 252.60 lakhs as against Rs. 132.66 lakhs in the previous Financial Year. The Companys Total Income increased by 90.41% over the previous financial year.

Net Profit for the year ended March 31, 2025 amounted to Rs. 178.19 lakhs as against Rs. 38.56 lakhs in the previous Financial Year. The Companys Net Profit increased by 362.11% over the previous financial year.

3. Dividend

To conserve the resources the Board of Directors do not recommend any dividend for the Financial Year 2024-25.

4. Share Capital

The Authorized Share Capital of the Company as on March 31, 2025 is Rs 50.00 Lakhs and the Paid-up Share Capital as on March 31, 2025 is Rs. 24.90 Lakhs. There was no change in Share Capital of the Company during the year.

5. Directors and Key Managerial Personnel

During the year under review, the changes in the Board of Directors and Key Managerial Personnel of the Company up to the date of signing this report are as follows:

Mr. Adarsh Somani (DIN: 00192609) has resigned from the Board w.e.f. May 30, 2024. The Board appreciate his valuable contribution made during his Tenure as the Director of the Company.

Mr. Prakash Sharma (DIN: 05152142) Independent Director of the Company, has resigned from the Board w.e.f. May 30, 2024. The Board appreciate his valuable contribution made during his Tenure as the Director of the Company.

Mr. Surendran Nair (DIN: 06509470) was appointed as Additional Director on May 30, 2024 and was appointed by Members as Independent Director in the 41^st Annual General Meeting.

Mrs. Nupur Somani (DIN: 00816788) has resigned from the Board w.e.f. June 21,

2024. The Board appreciate her valuable contribution made during her Tenure as the Managing Director of the Company.

Mrs. Vandana Somani (DIN: 01218254) was appointed as Managing Director of the Company for period of Three years w.e.f. June 21, 2024. She resigned from the position of Managing Director of the Company w.e.f. August 07, 2025. However, she continues to serve as Non-Executive Director in the Company.

In accordance with the requirements of the Act and Articles of Association of the Company, Mrs. Vandana Somani (DIN: 01218254) Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. Varun Somani (DIN: 00015384) has resigned from the Board w.e.f. August 07,

2025. The Board appreciate his valuable contribution made during his Tenure as the Director of the Company.

Mrs. Namrata Somani (DIN: 07095595) is appointed as Managing Director of the Company for period of Three years w.e.f. August 07, 2025, subject to approval of the Members of the Company in ensuing Annual General Meeting.

The composition of the Board of Directors of the Company as on March 31,2025 as under:

Sr. No. Name of the Directors	DIN	Position
1 Mrs. Vandana Somani	01218254	Managing Director
2 Mr. Rajive Bafna	01391556	Independent Director
3 Mr. Surendran Nair	06509470	Independent Director
4 Mr. Varun Somani	00015384	Director

In terms of Section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company during the year under review and changes:

Name	Position
Mrs. Nupur Somani	Managing Director (upto June 21,2024)
Mrs. Vandana Somani	Managing Director
Mr. Rakesh Mhande	Chief Financial Officer
Mr. S Venkatesan	Company Secretary & Compliance Officer

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (‘the Act). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

The Managing Director and the CFO have issued the compliance certificate in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 is appended in Annexure E forming part of this Report.

6. Performance Evaluation of the Board

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

Board Evaluation Matrix for the Financial Year 2024-25

Evaluation to be done by	Category of Evaluation
Independent Directors	a) Board as a Whole
	b) Non-Independent Director
	c) Chairperson (Directors taking in consideration the view of Executive Vice Chairman)
	d) Assess the Quality, Quantity and Timeliness of Flow of Information between the Company Management and the Board
Board of Directors	a) Committees of the Board
	b) Independent Director (excluding the Director who is being evaluated)
Nomination & Remuneratio n Committee	All Directors (excluding the Director who is being evaluated)

The Board has carried out the Annual Performance Evaluation of the Independent Directors on February 12, 2025. The evaluation process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

In a separate meeting of independent directors held on February 12, 2025, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of Directors is carried out through a structured questionnaire which was prepared after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

7. Meetings of Board

The details of Board Meeting and attendance of Directors during the year under review are as below:

Board Meeting Dates							No of meetings attended
Name of Director	30.05.2024	21.06.2024	09.08.2024	30.08.2024	30.10.2024	12.02.2025
Mrs. Nupur Somani	V	V	NA	NA	NA	NA	2
Mr. Adarsh Somani	V	NA	NA	NA	NA	NA	1
Mr. Prakash Sharma	V	NA	NA	NA	NA	NA	1
Mr. Rajive Bafna	V	V	V	V	V	V	6
Mr. Varun Somani	NA	V	V	V	V	V	5
Mrs. Vandana Somani	NA	V	V	V	V	V	5
Mr. Surendran Nair	NA	V	V	V	V	V	5

NA- Not applicable 8. Details of Committees of the Board:

The Board has following Committees:

• Audit Committee and

• Nomination and Remuneration Committee.

a) Audit Committee

The constitution, composition, terms of reference, role, powers, rights, obligations of Audit Committee are in conformity with the provisions of Section 177 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014. The role of Audit Committee inter alia includes overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management, approval of related party transactions, recommendation of appointment and remuneration of Auditors of the Company and etc.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

During the year under review, following changes took place in Audit Committee:

Mr. Prakash Sharma (DIN: 05152142) ceased to be a Chairman and Mr. Adarsh Somani (DIN: 05152142) ceased to be a member of the Audit Committee w.e.f. May 30, 2024.

Mr. Varun Somani (DIN: 00015384) has been appointed as a member of the Audit Committee w.e.f. May 30, 2024.

Composition of Audit Committee as on March 31,2025 is as under:

Name	Designation	Non-Executive/Independent
Mr. Surendran Nair	Chairman	Independent Director
Mr. Rajive Bafna	Member	Independent Director
Mr. Varun Somani	Member	Non-Executive Director

The details of Meeting and attendance of the Audit Committee during the year under review are as below:

Audit Committee Meeting Dates						No of meetings attended
Name of Director	30.05.2024	09.08.2024	13.08.2024	30.10.2024	12.02.2025
Mr. Prakash Sharma	V	NA	NA	NA	NA	1
Mr. Adarsh Somani	V	NA	NA	NA	NA	1
Mr. Surendran Nair	NA	V	V	V	V	4
Mr. Rajive Bafna	V	V	V	V	V	5
Mr. Varun Somani	NA	V	V	V	V	4

b) Nomination and Remuneration Committee and Policy on Directors Appointment and Remuneration

The constitution, composition, terms of reference, role, powers, rights, obligations of Nomination and Remuneration Committee are in conformity with the provisions of Section 178 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014. The role of the Nomination & Remuneration Committee is to review and to discharge the Boards responsibilities related to remuneration of the Managing Director, Key Managerial Personnel, and Senior Management. The Committee has the overall responsibility for formulation of criteria of evaluation of Independent Director, identifying persons who are qualified to become a director and appointment of Senior Management Personnel.

During the year under review, the following changes took place in the composition of the Nomination and Remuneration Committee:

Mr. Prakash Sharma (DIN: 05152142) ceased to be a Chairman and Mr. Adarsh Somani (DIN: 05152142) ceased to be a member of the Nomination and Remuneration Committee w.e.f. May 30, 2024.

Mr. Varun Somani (DIN: 00015384) has been appointed as a member of the Nomination and Remuneration Committee w.e.f. May 30, 2024.

Composition of Nomination & Remuneration Committee as on March 31, 2025 is as under:

Name	Designation	Non-Executive/Independent
Mr. Rajive Bafna	Chairman	Independent Director
Mr. Surendran Nair	Member	Independent Director
Mr. Varun Somani	Member	Non-Executive Director

The details of Meeting and attendance of the Nomination and Remuneration Committee during the year under review are as below:

Nomination and Remuneration Committee Meet ng Dates				No of meetings attended
Name of Director	30.05.2024	21.06.2024	12.02.2025
Mr. Prakash Sharma	V	NA	NA	1
Mr. Adarsh Sharma	V	NA	NA	1
Mr. Surendran Nair	NA	V	V	2
Mr. Rajive Bafna	V	V	V	3
Mr. Varun Somani	NA	V	V	2

9. Risk Management and Internal Financial Control Systems and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management including adherence to the

Companys Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there was no instance of fraud reported during the year under review.

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

10. Particulars of contracts or arrangements with related parties.

The Company does not have any contract or arrangement or transaction with related party in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC - 2 is not applicable and need not to be furnished.

The Disclosures as required under IND AS - 24 ‘Related Party Disclosures notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming part of the Financial Statements.

11. Auditors

a) Statutory Auditors

At the Annual General Meeting of the Company held on September 30, 2022, M/s R. Soni & Co., Chartered Accountants (Firm Registration No. 130349W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, to hold office until the conclusion of the Annual General Meeting scheduled for the year 2027. However, due to pre-occupation with other professional commitments, M/s R. Soni & Co. tendered their resignation from the position of Statutory Auditors with effect from August 12, 2024, thereby creating a casual vacancy.

To fill the said casual vacancy, M/s Devpura Navlakha & Co. were appointed as the Statutory Auditors of the Company for a period of five years, up to FY 202829. The report of the Statutory Auditors, together with the notes to Schedules, forms part of the Annual Report. The Auditors have not given any qualification, reservation, adverse remark, or disclaimer in their Report.

Total fees for all services paid by the Company to the statutory auditor and all entities in the network firm/network entity of which the Statutory Auditor is a part:

Name of the Company	Name of Statutory Auditor	Particulars	Amount
Sarvamangal Mercantile Company Limited	R. Soni & Co.	Audit Fees	10,000
		Other Matters	-
	Devpura Navlakha & Co	Audit Fees	45,000
		Other Matters	-

b) Secretarial Auditor and Secretarial Audit Report

The Board had appointed M/S Smita Prabhu & associates, Practicing Company Secretary COP No. 10859 (Unique Identification No. S2013UP222100), to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2024-25. The Report of Secretarial Auditor for the Financial Year 2024-25 is annexed to this report as Annexure A. Secretarial Audit report for financial year ended on March 31, 2025 do not contain any qualification, reservation or adverse remark.

The Board on recommendation of the Audit Committee has appointed M/s Smita Prabhu & Associates, Practicing Company Secretary having COP No. 10859, (Unique Identification No. S2013UP222100) as Secretarial Auditors for a term of 5 (Five) Years from financial year 2025-26 to 2029-2030, subject to approval of members at the ensuing Annual General Meeting.

c) Cost Auditor

During the year under review, your Company was not required to maintain cost records under Section 148(1) of the Companies Act, 2013. Hence, the provisions related to appointment of Cost Auditor is not applicable.

12. Directors Responsibility Statement

Pursuant to Section 134 (3)(c) and 134(5) of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, confirm that:

(I) that in the preparation of the annual accounts for the year ended 31^st March, 2025 the applicable Accounting Standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31^st March, 2025 on a ‘going concern basis.

(v) that the Directors have laid down internal financial control and that such internal financial control are adequate.

(vi) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.

13. Particulars of Loans, Guarantees and Investments.

Particulars of Loans, Guarantees and Investment as required under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes forming part of Financial Statements.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Informations as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure B forming part of this Report.

15. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is appended in Annexure C forming part of this Report.

16. Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Companys website www.sarvamangalmercantile.in

17. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

The Company has in place adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto.

Further as there are only three employees in the Company, the Company is not required to constitute Internal Complaints Committee under the provisions of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year the Company has not received any complaint of sexual harassment of employees from any of the permanent, contractual, temporary or trainees.

Sr. No. Particulars	No. of complaints
a. Number of Complaints filed during the Financial Year	NIL
b. Number of Complaints disposed of during the Financial Year	NIL
c. Number of Complaints pending as on end of the Financial Year.	NIL

18. Declaration of Maternity Benefit Compliance under Maternity Benefit Act, 1961

During the year under review there are no claim of Maternity Benefit from any of the employee and hence the policy is not applicable. However, the Company undertakes to comply with the said Act as when it becomes applicable.

19. Annual Return

Pursuant to the amended provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for Financial Year 2024-25 in Form MGT-7 is available on the Companys Website at www.sarvamangalmercantile.in

20. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report and is annexed as Annexure D.

21. Certificate of Non-disqualification of Directors

In terms of Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certificate of NonDisqualification of Directors as received from M/s Smita Prabhu & Associates, Practicing Company Secretaries having COP: 10859, (Unique Identification No. S2013UP222100) is annexed to this report as Annexure F.

22. Other Disclosures/Reporting:

The Directors further state that during the year under review:

a) no amount is transferred to General Reserve;

b) there was no change in nature of Business;

c) the Company does not have any subsidiary, Associate or Joint Venture with other Companies

d) the Company has not taken any deposits from Public or Shareholders of the Company;

e) there were no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

f) there were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report and

g) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

23. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meeting, respectively, have been duly followed by the Company.

24. Particulars of Employees and Related Disclosures

The Board of Directors wishes to express its appreciation for the outstanding contribution made by the employees to the operations of the Company during the year. The Company maintains cordial relationship with all its employees.

25. Acknowledgement

The Directors express their deep gratitude for the co-operation and support extended to the Company by all its stakeholders.

For and on behalf of the Board

Vandana Somani	Varun Somani
Managing Director	Director
(DIN:01218254)	(DIN:00015384)
Place: Mumbai
Date: August 07, 2025